Structuring $60 Million Cross-Border Activist Investment Fund

Case Overview: Forandra Capital – Activist Fund 1

Saltiel Law Group advised Forandra Capital on structuring Activist Fund 1, a sophisticated cross-border investment vehicle enabling Mexican investors to participate in global shareholder activism strategies. Our Miami mergers and acquisitions lawyers designed and implemented an intricate multi-jurisdictional framework for this complex $60 million initial fundraising, coordinating governance and compliance across four countries.

Multi-Jurisdictional Architecture

Structuring an investment vehicle that accommodates Mexican investors, complies with international securities regulations, and facilitates shareholder activism presented extraordinary coordination demands. The fund required seamless integration of:

• A Canadian limited partnership providing favorable tax treatment for foreign investors
• A Cayman Islands entity serving as the general partner
• Cayman-based management and advisory entities meeting tax and regulatory requirements
• A Mexican entity administering day-to-day operations
• US-based brokerage accounts for trading securities and registered investment advisers managing individual portfolios.

This architecture demanded harmonizing securities, tax, and fund regulations across Canada, the Cayman Islands, Mexico, and the United States.

Our Role in the Transaction 

Led by Managing Partner Moisés Saltiel, our team coordinated all aspects of this cross-border transaction. We drafted comprehensive fund documentation reconciling distinct regulatory frameworks, negotiated governance structures protecting investor interests under multiple legal regimes, and ensured tax compliance across all jurisdictions involved.

The firm's role extended beyond standard fund formation to address the unique requirements of activist investment strategies, which involve acquiring significant stakes in target companies and influencing corporate governance decisions. Our work included:

• Cross-border fund documentation addressing Canadian, Cayman, Mexican, and US requirements
• Capital commitment structures balancing investor expectations with operational flexibility
• Tax optimization strategies for international limited partners
• Securities compliance across multiple regulatory environments
• Governance frameworks protecting investor rights while enabling activist strategies.

Your Transaction Deserves This Level of Attention

The successful structuring of Activist Fund 1 positions Forandra Capital to execute shareholder activism strategies while maintaining full compliance across four jurisdictions.

Activist investment strategies require not only financial sophistication but also legal structures capable of withstanding scrutiny from multiple regulators. Our business lawyers delivered a framework enabling Forandra Capital to pursue its investment thesis while maintaining investor confidence through transparent governance and rigorous compliance.

We at Saltiel Law Group handle complex corporate transactions, private equity structuring, and cross-border investments throughout South Florida and Latin America. Contact our team for a consultation.